Decision No. 40/1 of 12 August 2026 regarding the Preliminary Request against CNPF Decision No. 29/2 of 16 June 2026 concerning the petition registered with CNPF No. 2634 on 09 April 2026, in relation to OCN MICROINVEST SRL

REPUBLIC OF MOLDOVA NATIONAL COMMISSION OF THE FINANCIAL MARKET 77 Stefan cel Mare si Sfant Blvd, Chisinau, MD 2012, tel: (373 22) 859 401, www.cnpf.md, e-mail: office@cnpf.md DECISION 12 August 2026 No. 40/1 Regarding the Preliminary Request against Decision of the National Commission of the Financial Market No. 29/2 of 16.06.2026 regarding the petition registered with the National Commission of the Financial Market No. 2634 on 09.04.2026, in relation to OCN "MICROINVEST" SRL

On 13.07.2026, within the framework of the National Commission of the Financial Market (CNPF/supervisory authority), the Preliminary Request dated 07.07.2026, submitted by Mr. [...] (petitioner/consumer/participant), was registered (No. 5854), in which the following is requested: "1. Admission of this preliminary request; 2. Partial annulment of CNPF Decision No. 29/2 of 16.06.2026 – in the part where, through non-resolution and without any reasoning, the claims from the petition registered No. 2634 of 09.04.2026, indicated in point 7 of this request, were implicitly rejected – while maintaining the findings in points 1–3 of the operative part of the Decision; 3. Re-examination of the case and issuance of a reasoned administrative act by which CNPF rules on each claim, including: a) establishing the illegal and misleading commercial practice of OCN "MICROINVEST" SRL of retaining in the advance account sums paid by debtors before maturity or over the due rate, in violation of Art. 20(1) of Law No. 202/2013; b) obliging OCN "MICROINVEST" SRL to cease this practice and modify the payment processing mechanism, so that any sum paid by the consumer produces the effect of discharging the obligation on the effective date of payment, respectively being imputed against the loan principal with recalculation of costs; c) obliging OCN "MICROINVEST" SRL to recalculate the undersigned debtor's loan and the loan portfolio of consumers affected by the mentioned practice; d) establishing the abusive nature of the clauses in points 1.4, 1.5, 6.1, 7.3 lit. c), 4.2, 8.1 lit. d) and 8.1 lit. g) of Credit Contract No. 20400006194 of 25.02.2020; 4. Reparation of the damage caused by the nullity of the clauses indicated in point 3 lit. d), namely payment to the Debtor of the following sums: a) 900 euros paid as a 3% issuance commission (point 1.4); b) 4,297.25 euros paid as a 0.3% monthly commission (point 1.4); c) 23,033.47 euros paid as interest (point 1.5); d) 2,095 euros paid as a penalty (point 6.1); 5. Reparation of material damage of 663 euros caused by the retention of sums paid by the Debtor in advance and the failure to perform recalculation according to Art. 20 of Law No. 202/2013." (Preliminary Request).

In the case, in order to ensure a full, objective and transparent investigation, which offers the real possibility to analyze the petitioner's claims, it is communicated to him that the examination of the factual and legal circumstances relevant to the case, in preliminary order, is carried out by distinct executors within the supervisory authority.

2 In fact, on 09.04.2026, within CNPF, the petition of Mr. [...] was registered (No. 2634), by which the verification of the clauses of the Credit Contract (with interest) [...] dated 25.02.2020 (Contract/Credit Contract), concluded between OCN "MICROINVEST" SRL (creditor/professional) and the petitioner, with the object of granting a loan in the amount of 30,000.00 EUR, was requested.

Following the investigations carried out within the framework of the respective administrative procedure, the analysis of the materials and the explanations presented by the participants in the procedure, within the framework of the normative framework applicable to the contractual legal relationship, CNPF adopted Decision No. 29/2 of 16.06.2026 regarding the petition registered with the National Commission of the Financial Market No. 2634 on 09.04.2026, in relation to OCN "MICROINVEST" SRL (the contested Decision). According to points 1 and 2 of the operative part of the contested Decision, CNPF established the violation by the creditor of Art. 20(1) of Law No. 202/2013 on consumer credit contracts (Law No. 202/2013).

At the same time, CNPF established the abusive nature of the clause, included in point 7.6 of the Contract, which establishes that "Loan repayment operations and payment of associated payments are reflected in the credit account. The Debtor assumes the obligation to verify with a monthly period the correctness of the evolution of his credit account, and in case he detects discrepancies in the information presented by the Creditor, to notify in writing the last one at least 3 days about the circumstances arisen. Otherwise, the operations recorded in the account will be considered as tacitly accepted by the Debitor."

Not agreeing with the findings of CNPF, the petitioner submitted the Preliminary Request, with the request formulated above.

Analyzing the arguments exposed in the Preliminary Request, within the framework of the legal provisions applicable to the case, as well as the documents in the administrative file, in particular the explanations presented by the creditor by letter No. 32404 of 13.05.2026, registered at CNPF No. 3716 of 14.05.2026, it will be assessed whether they are of a nature to overturn the findings of the supervisory authority, as follows:

1. In law, Art. 19 of the Administrative Code provides that "The Preliminary Request is the institution that offers a pre-litigation path for the resolution of administrative disputes.", and Art. 162(1) and (3) of the same law stipulate that "(1) The preliminary procedure aims to verify the legality of individual administrative acts. [...] (3) The Preliminary Request can be directed to: a) annulment in whole or in part of an illegal or null individual administrative act; b) issuance of an individual administrative act."

2. In accordance with Art. 20 of the Administrative Code, "If an administrative activity violates a legitimate right or freedom established by law, this right can be claimed through an administrative litigation action, [...]", and according to Art. 17, "A damaged right is any right or freedom established by law to which/which is affected by administrative activity."

3. Under the conditions of Art. 166 of the Administrative Code, "The Preliminary Request can only be submitted if the person claims the rights violated by the issuance or rejection of the issuance of an individual administrative act.", and in accordance with Art. 167(1) and (3) of the same law, "(1) If it considers the preliminary request as admissible and well-founded, the issuing public authority annuls in whole or in part the contested individual administrative act or issues the requested individual administrative act. [...] (3) The issuing public authority resolves the preliminary request within 15 calendar days. The provisions of Art. 60(2)-(5) apply correspondingly."

4. In this case, the participant invokes, primarily, that the contested Decision does not contain any assessment and reasoning regarding: the practice of retaining payments paid in advance into the creditor's advance account (point 7.3 lit. c) of the Contract, as well as the finding of misleading commercial practice, in this sense; obliging the creditor to cease this practice and to modify the payment processing mechanism; clauses at points 1.4 and 1.5 (3% and 0.3% commissions and lack of cost transparency); the penalty clause at point 6.1 (1% per day penalty); clauses at points 4.2, 8.1 lit. d) and 8.1 lit. g); as well as the claims for restitution of sums paid, mentioned in points 5 and 6 of the petition.

3 5. Accordingly, the petitioner affirms that the incomplete resolution of the petition equates to an implicit rejection, which, being unreasoned, determines the illegality of the contested Decision.

6. In this sense, CNPF wishes to specify that the obligation to reason the administrative act presupposes the exposition of the factual and legal considerations that underpinned the solution adopted by the supervisory authority, without it being held to rule, in an explicit manner, on each request formulated by the petitioner, especially in situations where certain requests are interconnected or on the contrary exceed its legal competence, or represent consequences, which CNPF is not empowered to order.

7. On the subject, the participant emphasizes that the main claim of the petition concerns the mechanism at point 7.3 lit. c) of the Contract, according to which: "In the event that monetary funds exceeding the amount necessary according to the schedule arrive at the Creditor's account for payment of payments according to the schedule, and the Debtor does not submit a written request in the order provided by point 7.2 of this Contract, the respective sum is placed in the Creditor's advance account until the date of occurrence of the next payments according to the schedule."

8. Thus, the consumer argues that the mechanism instituted by the cited clause, namely the placement and retention of sums paid by the debtor before maturity or over the due rate in the creditor's "advance account" until the next maturity date instead of discharging the obligation on the effective date of payment or being imputed against the loan principal, with corresponding recalculation of costs, constitutes an incorrect practice, which contradicts Art. 20(1) of Law No. 202/2013, which guarantees the consumer the right to discharge his obligations "at any time", in total or in part, with the corresponding reduction of the total cost of the loan.

9. In the same order of ideas, the participant invokes that the retention of sums without their immediate imputation constitutes an unjustified use of the debtor's monetary funds (Art. 1979 of the Civil Code – unjust enrichment), and the non-disclosure of this mechanism represents a misleading omission within the meaning of Art. 13 of Law No. 105/2003.

10. In this case, from the analysis of the Contract it results that the mechanism for early repayment of the loan is regulated by the combination of the provisions of points 7.2. and 7.3. lit. c) of the Credit Contract, which must be interpreted systematically, and not in an isolated manner. Thus, according to point 7.2. of the Contract, the debtor has the right to repay early, in total or in part, the loan, on condition of notifying the creditor in this sense by submitting a written request. At the same time, according to point 7.3. lit. c) of the Contract, in the event that monetary funds arrive at the creditor's account, for payment of payments according to the schedule, which exceed the amount necessary, according to the schedule, and the debtor does not submit the written request provided for in point 7.2. of the Contract, the respective sum is placed in the creditor's advance account until the date of occurrence of the next payments according to the respective schedule.

11. Therefore, the clause at point 7.3. lit. c) of the Contract cannot be assessed separately from the mechanism instituted at point 7.2. of the Contract. From the combination of the two clauses it results that the simple transfer by the debtor of a sum, which exceeds the amount of the payment provided for in the schedule, is not equated, by itself, with the manifestation of the will to repay early. For the production of the specific effect of early repayment, the Contract establishes an explicit method of exercising this option, namely the submission of a request, in this sense.

12. Within the administrative procedure, in order to elucidate the circumstances relevant for the resolution of the claim formulated, CNPF requested the petitioner, within the hearing, carried out in writing, to communicate whether, up to that moment, he had addressed requests to the creditor, including in verbal form, by which he had requested early repayment, in total or in part, of the loan. The petitioner did not present information or evidence from which it results the formulation of such a request to the creditor.

13. Under these conditions, the assessment of the legality of the creditor's conduct must be carried out in relation to the existing evidentiary materials in the administrative procedure file. Moreover, from the administered evidence, it does not result that the petitioner exercised his right of early repayment in the manner provided for in point 7.2. of the Contract, and that the creditor refused to comply with such a request or would have maintained, without justification, the sums paid in the advance account, despite an explicit manifestation of the consumer's will to repay the loan early.

14. At the same time, the qualification of a professional's conduct as a misleading commercial practice presupposes the identification of a concrete conduct, which, by action or omission, is capable of inducing or likely to induce the consumer into error and, consequently, to determine or be capable of determining the taking of a commercial decision, which he would not have taken under other conditions. Moreover, in this case, the petitioner did not present elements from which it results that OCN "MICROINVEST" SRL communicated false or misleading information regarding his right to early repayment, that it hid the existence of this right or that, after exercising it, it acted contrary to his express will.

15. Consequently, the simple existence of the contractual mechanism, provided for in point 7.3. lit. c), analyzed in conjunction with point 7.2. of the Contract, is not sufficient, in the circumstances of the case and in the absence of evidence regarding the application of this mechanism in a manner contrary to the consumer's rights, to establish the existence of an incorrect or misleading commercial practice. In particular, it has not been demonstrated that the creditor retained the sums paid in advance despite an express request by the petitioner for early repayment or that it refused to apply the corresponding legal effects of such a request.

16. Therefore, the arguments invoked in the Preliminary Request are not of a nature to demonstrate in the creditor's actions the alleged incorrect and misleading commercial practices, since from the materials of the administrative file it does not result the existence of a concrete conduct of OCN "MICROINVEST" SRL, which would allow the qualification of the payment processing mechanism, in the individual circumstances of the case, as a commercial practice prohibited by consumer protection legislation.

17. In the same order of ideas, in the absence of the finding of an incorrect commercial practice and of elements, which would demonstrate the illegal nature of the contractual mechanism in the manner in which it was applied to the petitioner, there is no basis for admitting the accessory request regarding obliging OCN "MICROINVEST" SRL to cease the alleged practice and to modify the payment processing mechanism, as well as the request regarding obliging OCN "MICROINVEST" SRL to recalculate the petitioner's loan and the loan portfolio of consumers affected by the mentioned practice.

18. With reference to the request to establish the abusive nature of the clauses provided for in points 1.4, 1.5, 4.2, 6.1, 7.3. lit. c), 8.1. lit. d) and lit. g) of the Contract, the following considerations are retained point by point: 18.1. Regarding point 1.4. of the Contract 18.1.1. Point 1.4. of the Contract provides the following: "Commission for services provided in connection with the use of the loan, calculated and paid as follows:

• 3.00% of the total value of the loan and paid by the Debtor on the date of granting the loan from own sources or is retained by the Creditor from the loan amount indicated in point 1.1., for which the Debtor expresses his agreement;
• 0.30% monthly, on the first day of the month, from the current loan balance and paid according to the repayment schedule.

4 The collection of the mentioned commission is justified by the counter-performance offered by the Creditor in connection with the use of the loan by the Debtor, namely: prior notification of the Debtor by SMS regarding payment days and delays in loan payment; covering costs that the Debtor is to bear in connection with the payment of loan installments in post offices and post-terminals; Call Center service and the possibility of obtaining a quick answer to any question related to the granted loan; approval and maintenance of the credit limit per Debtor, following the financial analysis; examination of the Debtor's bonitude and covering the costs of accessing the Public Registers and BIC Registers." 18.1.2. In this context, taking into account that, at the date of conclusion of the Contract, there were no legal limits regarding the size of the commissions charged, the cited clause must be subject to examination within the framework of the applicable provisions, regarding abusive clauses in the Civil Code, namely Arts. 1069 – 1081, CNPF being vested, in this sense, on the basis of Art. 37(2) of Law No. 105/2003 on consumer protection (Law No. 105/2003). 18.1.3. Thus, according to Art. 1069(1) of the Civil Code, "(1) A clause proposed by one of the parties is not individually negotiated if the other party could not influence its content, especially because it was drafted in advance, regardless of whether it is part of standard clauses or not." 18.1.4. In accordance with Art. 1071(1) and (2) of the Civil Code, "(1) The person who presents clauses that have not been individually negotiated is obliged to ensure that they are drafted and communicated in clear and intelligible language, as well as to be legible. This requirement is applicable to the text in its entirety, including footnotes, references to other texts or specifications of any nature. (2) In a contract between a professional and a consumer, the clause proposed by the professional with violation of the transparency obligation imposed by the provisions of para.(1) can be considered abusive only on this unique basis." 18.1.5. In accordance with Art. 1072 of the Civil Code, "(1) In a contract between a professional and a consumer, the clause that has not been individually negotiated is considered abusive if it is proposed by the professional and considerably disadvantages, contrary to good faith, the consumer. (2) Articles 1077-1079 contain the list of clauses considered abusive in the contract between a professional and a consumer without the need for their evaluation according to para.(1) of this article and Art. 1075. (3) The lists provided for in the articles mentioned in para.(2) will not be interpreted as exhaustive lists." 18.1.6. Relevant are the provisions of Art. 1075(1) and (2) of the Civil Code, according to which, "(1) In the evaluation of the abusive nature of a contractual clause within the meaning of Art. 1072(1), Art. 1073 and 1074, account will be taken of: a) respect for the transparency obligation provided for in Art. 1071; b) nature of the object of the contract; c) determining circumstances within the framework of the conclusion of the contract; d) other contractual clauses; and e) clauses included in any other contract on which the contract depends. (2) The evaluation of the abusive nature of the clauses cannot refer to the object of the contract nor to the adequacy of the price or remuneration, on the one hand, with regard to the goods, works or services provided in exchange for them, on the other hand, in the case where the transparency obligation, provided for in Art. 1071, has been respected. The object of the contract and the ratio between price and quality can be taken into account in the evaluation of the abusive nature of the other contractual clauses." 18.1.7. By the Preliminary Request, the petitioner argues that point 1.4. of the Contract violates the transparency obligation, in that the 3% commission is presented as being charged for "the use of the loan", although it is paid on the date of granting it, prior to any use, and subsequently a monthly commission of 0.30% is charged for the same alleged service. In the opinion of the petitioner, this formulation creates confusion regarding the specific service remunerated by the 3% commission and determines the obligation of the debtor to pay two commissions for "the use of the loan".

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18.1.8. The argument must be analyzed in light of the full content of point 1.4 of the Contract, and not by isolating the phrase "services provided in connection with the use of the credit" from the rest of the clause, or, from its content it results that two distinct payment obligations are provided, namely a one-time commission of 3% of the total loan amount, paid on the date of granting the loan, and a monthly commission of 0.30% of the current loan balance, paid according to the repayment schedule.

18.1.9. Therefore, although the two payments are regulated within the same clause and are generically named "commission for services provided in connection with the use of the credit", the method of calculation, the application base, the periodicity, and the moment of their collection are different and result, expressly, from the Contract. The 3% commission is determined relative to the total value of the loan and is collected only once, upon its granting, while the 0.30% commission is calculated monthly based on the current loan balance.

18.1.10. CNPF cannot retain, in this context, the argument according to which the collection of a commission at the moment of granting the loan would, by its nature, be incompatible with the existence of a consideration, for the reason that the use of the credit has not yet begun. A commission collected upon granting the loan can remunerate services provided prior to or concurrently with its granting, including activities of examination and evaluation of the loan application, verification of the debtor's creditworthiness, access to relevant registers, loan approval, or other activities carried out in the granting process. Therefore, the character prior to the granting of the loan of the moment of collection of the commission is not, by itself, incompatible with the existence of a consideration.

18.1.11. Also, within point 1.4 of the Contract, the services that the creditor associates with the collection of the commission are expressly enumerated, among which are indicated notification of the debtor regarding payment days and delays, call-center servicing, approval and maintenance of the credit limit, conducting financial analysis and debtor creditworthiness, as well as covering the costs of accessing public registers and BIC registers.

18.1.12. CNPF retains, however, that the formulation of the clause does not achieve an explicit delimitation between the services corresponding to the one-time 3% commission and those that would be remunerated by the monthly 0.30% commission. In particular, the use of the general phrase "commission for services provided in connection with the use of the credit", followed by the enumeration of services of a different character, can be appreciated as a less rigorous formulation regarding the individualization of the service pertaining to each of the two commissions.

18.1.13. However, such a drafting imperfection does not lead, by itself, to the conclusion of the abusive character of the clause. For the appreciation of transparency, it must be taken into account whether, despite the way the clause is drafted, the consumer could reasonably understand the existence, extent, and economic consequences of the payment obligation assumed.

18.1.14. In this case, the existence of the two commissions and their amounts are indicated expressly. Thus, the consumer is informed that a commission of 3% applies to the total value of the loan and is paid on the date of its granting, and another commission, of 0.30%, is paid monthly and is calculated from the current loan balance. The same elements were reflected in the pre-contractual information signed by the consumer on 25.02.2020.

18.1.15. Therefore, even if the generic term used to describe the two commissions – "services provided in connection with the use of the credit" – does not allow the unambiguous attribution of each enumerated service to a specific commission, the consumer could know prior to concluding the Contract that they were to bear two distinct categories of costs, as well as the amount and method of calculation thereof. Consequently, it cannot be retained, solely from this formulation, that the nature and extent of the payment obligation were hidden from the consumer.

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18.1.16. Nor can the support regarding the existence of a "double collection" for the same service be retained in the absence of elements that demonstrate that both commissions effectively remunerate the very same service. The mere circumstance that they are provided in the same clause and that, in the generic description of the consideration, services are used, which may relate to both the granting stage and the administration stage of the loan, does not demonstrate, by itself, a double remuneration.

18.1.17. Moreover, the nature of the two commissions is different. The 3% commission is a one-time one and is related to the initial value of the loan, while the 0.30% commission is a periodic and variable one, being calculated monthly based on the loan balance. This difference does not allow the conclusion that the two obligations necessarily remunerate the same service.

18.1.18. As for the petitioner's statement according to which the 3% commission lacks justification, since it is collected before any use of the credit, CNPF retains that the obligation of transparency must not be confused with the obligation of the professional to indicate, within the clause, an accounting justification of the commission amount or to present a mathematical correspondence between its amount and the actual cost of each service provided. What is relevant from the aspect of transparency is that the information provided to the consumer allows them to know the nature of the assumed obligation and its economic consequences.

18.1.19. In this case, the petitioner did not present evidence from which it results that the two commissions were collected for the same service, that the same services were remunerated twice, or that the drafting of the clause led them to adopt a contractual decision that they would not have taken if they had known the nature and extent of the payment obligations.

18.1.20. Consequently, CNPF appreciates that the petitioner's arguments regarding the alleged doubling of commissions and the lack of justification for the 3% commission are not, by themselves, sufficient to establish the abusive character of point 1.4 of the Contract. Although the drafting of the clause could have been more precise by the explicit delimitation of the services pertaining to each commission, the amount, calculation base, periodicity, and moment of collection of the two payment obligations are determined, and from the case materials, there are no sufficient elements to conclude that this formulation prevented the consumer from understanding the extent of their financial obligations or that it led to a double remuneration for the same service.

18.1.21. At the same time, it is revealed that the mechanism for controlling abusive clauses, instituted by art. 1069 – 1081 of the Civil Code, does not allow an appreciation regarding the economic expediency, profitability, or commercial justification of the remuneration collected for the services provided, insofar as the clause regarding the cost of the service is expressed in a clear, intelligible, and accessible manner for the consumer.

18.1.22. Therefore, in the absence of additional evidentiary elements that demonstrate either the non-transparent character of the clause within the meaning of art. 1071 of the Civil Code, or the existence of a significant imbalance between the rights and obligations of the parties, contrary to good faith, the abusive character of point 1.4 of the Contract cannot be established.

18.2. Regarding point 1.5 of the Contract

18.2.1. The clause at point 1.5 of the Contract provides the following: "Interest on the loan: 12% per annum, fixed."

18.2.2. On this subject, the legal norm provided in art. 1075 para. (2) of the Civil Code (cited at point 18.1.4 of this Decision) should be retained, pursuant to which the evaluation of the abusive character of clauses cannot refer to the object of the contract nor to the adequacy of the price or remuneration, or, the interest collected by the creditor constitutes a remuneration in exchange for the services provided (in literature, the notion of "remunerative interest" may be encountered).

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18.2.3. Complementarily, it is necessary to highlight that the Court of Justice of the European Union (CJEU), in its numerous decisions, has ruled that those contractual clauses that circumscribe the notion of "object [principal of] the contract", within the meaning of Article 4(2) of Council Directive 93/13/EEC of 5 April 1993 on unfair terms in consumer contracts, must be understood as those that establish the essential services of this contract and which, as such, characterize it. Within a credit contract, the lender undertakes, primarily, to make a certain sum of money available to the borrower, who, in turn, undertakes primarily to repay, generally with interest, this sum according to the maturity terms provided (Judgment of 10 June 2021, BNP Paribas Personal Finance, C‑776/19-C‑782/19, EU:C:2021:470, point 57 and cited case law).

18.2.4. However, it will be emphasized that by virtue of art. 1075 para. (2) of the Civil Code, the exemption from the evaluation of such clauses is conditioned by the respect of the transparency obligation, provided in art. 1071 of the Civil Code.

18.2.5. In this context, the size of the interest related to the loan was indicated expressly in the "Pre-contractual Information" form, signed by the consumer on 25.02.2020, and to the Contract was attached a repayment schedule, which contains a clear presentation of the amounts and periodicity of payments to be made by the consumer.

18.3. Regarding point 4.2 of the Contract

18.3.1. The clause at point 4.2 of the Contract provides that "Interest is calculated on the daily balance of the loan on the principal sum of the monetary obligation, starting from the day following the date of loan issuance until the day of full repayment thereof, resulting from the calculation base - the year with 365/366 days and the actual number of days of use of the respective part of the loan. Interest is calculated and paid in accordance with the repayment schedule attached to this Contract. In the event of early payments, the parties will sign an updated repayment schedule. The Debtor's evasion from signing the updated repayment schedule will not exempt the Debtor from making payments resulting from the amounts updated in the Creditor's accounting."

18.3.2. The participant claims that this clause is abusive in the part that grants the creditor the right to unilaterally establish the payment schedule, within the meaning of art. 1077 para. (1) point 10) of the Civil Code.

18.3.3. According to art. 1077 para. (1) point 10) of the Civil Code, a clause is considered abusive that grants the professional the right to unilaterally modify clauses without having a justified reason that is specified in the contract.

18.3.4. For the incidence of this norm, it is necessary that the creditor has a discretionary right to modify contractual obligations, in the absence of objective criteria.

18.3.5. Moreover, point 4.2 of the Contract does not grant the creditor such a right, but establishes a formula for calculating interest and updating the schedule in the case of early payments. The update is an automatic consequence of the modification of the loan balance, not a unilateral decision of the creditor. The amount of obligations results from the application of the contractual criteria already agreed upon.

18.3.6. Therefore, no prerogative for discretionary modification of the Contract within the meaning of art. 1077 para. (1) point 10) of the Civil Code is identified.

18.4. Regarding point 6.1 of the Contract

18.4.1. The clause at point 6.1 of the Contract provides that "For non-payment of the loan on time, the Creditor has the right to calculate, and the Debtor will pay the Creditor a penalty in the amount of 1.00% of the outstanding loan sum, calculated for each day of delay, starting from the first day of arrears and until the date of actual payment of the debt."

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18.4.2. The participant claims the abusive character of the clause, invoking the establishment of a manifestly disproportionate penalty in relation to the creditor's damage, within the meaning of art. 1077 para. (1) point 6) of the Civil Code. In support of their position, they highlight that the 1% penalty for each day of delay would equate, by annual extrapolation, to 365% of the outstanding sum, given that the contractual interest is 12% per annum.

18.4.3. CNPF retains that, according to art. 1077 para. (1) point 6) of the Civil Code, a clause is considered abusive that imposes on the consumer, who has not executed the obligation without justification, a disproportionate penalty in relation to the damage caused by the non-execution of contractual obligations.

18.4.4. In this case, the establishment of a penalty of 1% for each day of delay represents, by its level, a significant pecuniary burden for the consumer, since the penalty can reach, in a relatively short period, an amount comparable or even superior to the principal outstanding obligation.

18.4.5. Thus, in order to appreciate the significant pecuniary burden and implicitly the disproportionate character of the penalty, within the limits of its discretionary right, CNPF retains as relevant reference elements - the contractual interest, the annual effective interest rate, the default interest, the limits established by law related to payments associated with credit contracts and implicitly the total value of the loan.

18.4.6. Specifically, the penalty of 1% for each day of delay corresponds, by a simple annual ratio, to a level of 365% of the outstanding sum, while the contractual interest is set at 12% per annum. Thus, the daily rate of the penalty is more than 30 times higher than the annual rate of the contractual interest, which highlights the exceptional high character of the additional burden imposed on the consumer in the case of payment delay.

18.4.7. In the same order of ideas, it is relevant that the AER (Annual Percentage Rate of Charge) related to the contract is 17.88%. Although the AER does not confuse with the contractual interest and reflects the total cost of the credit, including the cost components taken into account by the applicable legislation, it constitutes a relevant indicator for appreciating the global economic burden assumed by the consumer at the moment of contracting the credit. By comparison, the penalty of 1% per day, equivalent to 365% per annum by simple extrapolation, is at a level more than 20 times higher than the AER indicated in the Contract, which accentuates the manifestly disproportionate character of the contractual sanction.

18.4.8. With reference to the level of default interest applicable according to law, in the circumstances of this case, it would constitute 17% per annum, respectively the contractual interest of 12% per annum increased by 5 percentage points. Related to this benchmark, the contractual penalty of 1% per day, equivalent to 365% per annum, is more than 21 times higher than the rate of default interest thus determined. This substantial difference constitutes an additional indicator that the contractual sanction far exceeds the level of a reasonable compensation for the consequences of the delay and is likely to produce a significant imbalance to the detriment of the consumer.

18.4.9. At the same time, the penalty cannot be justified exclusively by the fact that it aims to sanction the delay, since its amount must maintain a reasonable link with the damage likely to be caused to the creditor by the non-execution of the obligation on time.

18.4.10. In the same order of ideas, it is attested that point 6.1 of the Contract does not establish a maximum cap of the penalty, this being calculated for each day of delay until the actual payment of the debt, which allows its accumulation without a pre-established contractual limit.

18.4.11. As for the existence of a limit applicable to the amount of payments related to the loan, CNPF retains that, through the legislative modifications intervened after the conclusion of the Contract, including by Law no. 93/2022, for credit contracts in the course of realization, a cost capping mechanism was instituted, including

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by relating the calculation to the outstanding sum of the loan and to an absolute level of 0.177% applied to the loan balance remaining on 29.07.2022, under the conditions provided by law. In this context, although the legislator established conventionally a limit applicable even to the penalty, this fact does not remove the necessity of examining the abusive character of the contractual clause at point 6.1 of the Contract, since the legal capping establishes the limit in which costs can be effectively collected, without transforming, by itself, the contractual clause of 1% per day into a proportional and fair clause.

18.4.12. Complementarily, with reference to the last criterion identified as reasonable to be applied in this case, the findings retained by the Supreme Court of Justice, in its Decision of 30.07.2025, pronounced in case no. 2rac-269/22, are relevant, according to which: "when the penalty is calculated daily as a percentage of the outstanding debt, without a cap or other limiting mechanism, it always becomes disproportionate if it comes to exceed the outstanding debt" (point 62), this disproportionality resulting "from the very nature of the cumulative calculation formula", or "a daily percentage penalty generates an exponential growth of the amount owed, regardless of the concrete circumstances of the delay, its duration, or any efforts of the debtor to remedy the situation", the result becoming "a punitive sanction that no longer fulfills the essential function of evaluating in advance and reasonably the possible damage" (point 63).

18.4.13. In the same order of ideas, the case law of the Supreme Court of Poland, case I NSNc 123/22 of 08.11.2022, is relevant, in which the court examined a contractual clause providing a penalty of 1% for each day of delay and retained that the level of the sanction must be correlated with its economic function, namely with ensuring timely repayment. Moreover, from the appreciation of the Supreme Court of Poland it resides that the penalty must not lead to the creation of an obligation whose magnitude makes difficult or even excessively burdensome the repayment of the principal debt, the share being appreciated as manifestly excessive.

18.4.14. Under these conditions, the contractual sanction cannot be appreciated in isolation, but must be examined in the entirety of the costs and economic consequences that the consumer bears as a result of the payment delay. Thus, according to point 4.2 of the Contract, interest is calculated on the daily balance of the loan, on the principal sum of the monetary obligation, until the day of full repayment. Therefore, even after the appearance of arrears, the creditor continues to collect interest on the unpaid capital, thus being remunerated for the additional period in which this sum remains at the disposal of the debtor. Under these conditions, the cost of the continued use of capital and, to a significant extent, the cost related to its unavailability are already reflected in the contractual interest.

18.4.15. In the appreciation of the abusive character, it is determinant to point out that the criteria exposed have a reference character and do not constitute an absolute appreciation of the penalty amount, but only allow the creation of a general and orientative image related to the proportional character of the penalty.

18.4.16. In the absence of elements that objectively justify such a level of the penalty by reference to the foreseeable or actual damage suffered by the creditor, the clause cannot be considered a simple reasonable method of compensating the damage. On the contrary, its level is of such a nature as to confer on the penalty a predominant sanctioning function, likely to manifestly exceed the economic consequences of the delay suffered by the creditor.

Consequently, related to the amount of the penalty, the undetermined duration of its application, and the lack of a contractual cap, point 6.1 of the Contract presents the elements of a clause that considerably disadvantages, contrary to good faith, the consumer, by excessive aggravation of the debtor's burden and creation of a disproportion with the damage caused by

11 non-performance of the contractual obligation, which determines the appropriateness of establishing the abusive nature of this clause (point 6.1 of the Contract). 18.5. Regarding point 7.3 lit. c) of the Contract 18.5.1. The Participant claims that the clause at point 7.3 lit. c) of the Contract, cited at point 8 of this Decision, creates a significant imbalance to the detriment of the consumer, as it allows the creditor to use gratuitously the monetary funds paid in advance by the debtor. 18.5.2. This argument cannot be upheld, as point 7.3 lit. c) is to be interpreted in conjunction with point 7.2 of the Contract, which grants the debtor the right to repay the credit in advance, in whole or in part, by submitting a written request to this effect. 18.5.3. Placing sums paid in excess of the amount provided in the schedule into the "advance account" occurs in situations where the debtor has not manifested, in the contractual manner, the intention to make an early repayment. 18.5.4. Under these circumstances, the existence of a significant imbalance between the rights and obligations of the parties cannot be upheld, as the clause does not impose on the consumer an obligation to leave at the disposal of the creditor, obligatorily and without limit, the monetary funds paid in advance, but regulates the accounting method for a payment made in the absence of an express request for early repayment. 18.5.5. Furthermore, the simple temporary retention of a sum in the "advance account" until the next payment date according to the schedule is not sufficient, by itself, to demonstrate that the professional obtains an unjustified advantage or that the consumer's obligations are significantly unbalanced. 18.5.6. Therefore, in the absence of elements demonstrating that the contractual mechanism, as applied concretely to the petitioner, had the effect of depriving him of the right to early repayment or the unjustified use of his monetary funds, the conditions for qualifying point 7.3 lit. c) of the Contract as an abusive clause are not met. 18.6. Regarding point 8.1 lit. d) and lit. g) of the Contract 18.6.1. According to point 8.1 lit. d) of the Contract, the debtor is obliged "d) to allow, without any impediments and for the purpose of executing this Contract, the Creditor's employees to monitor the Debtor's activity and to grant access to the business assets they hold. Throughout the duration of executing this Contract, upon request, to timely present to the Creditor documents and information for the evaluation of their solvency;", and according to lit. g) of the same point, "g) to immediately inform the Creditor about any claims made by third parties in connection with the non-performance of obligations;". 18.6.2. The Participant claims that the obligation at lit. d) is incompatible with the nature of consumer credit, which by definition concerns purposes outside the professional or commercial activity of the consumer, and that lit. g) provides a vague, unlimited, disproportionate obligation that exceeds the purpose of the consumer credit contract. 18.6.3. Contrary to what was established by the debtor, the creditor invokes the applicability of the clause from the perspective of its relevance for evaluating the debtor's repayment capacity, given that the debtor communicated that their source of income derives from their entrepreneurial activity. 18.6.4. Regarding lit. d) of point 8.1 of the Contract, the CNPF holds that the debtor's obligation to provide the creditor, upon request, with relevant information and documents for the evaluation of their solvency, has a direct link to the execution of the Credit Contract and, therefore, cannot be considered, by its nature, incompatible with a consumer credit contract. 18.6.5. At the same time, however, the formulation of the obligation to allow the creditor "to monitor the Debtor's activity" and to have access to "business assets" must be assessed in relation to the debtor's status as a consumer and the specific object of the Contract.

12 18.6.6. To the extent that the credit was not granted for the conduct of a professional or commercial activity, such an obligation does not have an evident link with the execution of the repayment obligation and exceeds what is necessary for evaluating the consumer's solvency. 18.6.7. Therefore, the obligation provided for in point 8.1 lit. d) of the Contract, in the part referring to the monitoring of the debtor's activity and access to business assets, grants the creditor an excessively broad prerogative in relation to the object of the consumer credit contract and is likely to create a significant imbalance to the detriment of the consumer. In contrast, the obligation to provide documents and information necessary for the evaluation of creditworthiness is, in principle, justified by the nature of the contractual relationship. 18.6.8. In this case, the legitimate nature of the purpose pursued by the professional (verification of creditworthiness) is not sufficient to exclude the abusive nature of the clause. The debtor declared that their income comes from entrepreneurial activity, so it is understandable that, to assess the sustainability and continuity of this income, the professional may need certain information regarding the economic activity carried out by the debtor. Such a need may justify the request for concrete, relevant, and proportional documents or information for the evaluation of repayment capacity. What exceeds this need, however, is the manner in which the professional's right was established contractually. 18.6.9. The clause at point 8.1 lit. d) does not limit itself to the creditor's right to request information necessary for verifying creditworthiness or the debtor's sources of income, but establishes, for the entire duration of the Contract, a general right to "monitor the Debtor's activity" and to have access to the "business assets" held by them. 18.6.10. Therefore, the scope of the right granted to the professional is not determined by reference to specific information, nor by reference to specific categories of assets, nor by reference to objective circumstances that would make the creditor's intervention necessary. 18.6.11. Furthermore, the obligation to present "upon request" documents and information for the evaluation of solvency does not specify which information can be requested and to what extent it must be relevant to repayment capacity. Consequently, the clause grants the professional a considerable margin of unilateral appreciation, while the consumer bears a contractual obligation whose extent cannot be reasonably anticipated. This is precisely the type of situation where the legitimate nature of the creditor's interest cannot substitute the requirement of proportionality of the contractual means used to achieve it. 18.6.12. According to the rules regarding abusive clauses, a clause that was not individually negotiated is susceptible to being qualified as abusive when, contrary to good faith, it creates a significant imbalance between the rights and obligations of the parties to the detriment of the consumer. Furthermore, in the assessment of such a clause, its clarity and predictability are relevant, and in case of doubt, interpretation is made in favor of the consumer. 18.6.13. Moreover, in this case, the significant imbalance results from the fact that the professional is recognized a right of control, formulated in a general and unlimited manner, over the debtor's economic activity and assets, while the consumer's obligation is not circumscribed to specific information necessary for evaluating repayment capacity. The professional thus possesses a contractual instrument broader than necessary to achieve the invoked purpose, while the consumer bears an unforeseen and disproportionate interference in the sphere of their economic and patrimonial activity. 18.6.14. Regarding point 8.1 lit. g), informing the creditor about claims made by third parties can have an objective justification to the extent that such claims are

13 likely to affect the debtor's patrimonial situation and, implicitly, their ability to execute their contractual obligations. 18.6.15. Nevertheless, the obligation is formulated in particularly broad terms, imposing immediate notification about "any claims" made by third parties, without delimiting them by nature, amount, or relevance to the execution of the Contract, and without a criterion that would allow the consumer to determine, in a reasonable manner, which situations fall within the scope of the obligation. 18.6.16. Such a formulation extends the obligation to inform beyond what is necessary to protect the legitimate interests of the creditor and allows for the inclusion of third-party claims that have no relevance to the consumer's ability to execute their contractual obligations. 18.6.17. In this context, the broad and undetermined nature of the formulation used must be taken into account, as the clause does not establish objective limits regarding the nature, frequency, extent, or purpose of the checks. 18.6.18. Consequently, the CNPF assesses that point 8.1 lit. d), in the part referring to the monitoring of the debtor's activity and access to business assets, as well as point 8.1 lit. g), by the excessively broad nature of the obligation established, are likely to create a significant imbalance to the detriment of the consumer, not being limited to what is necessary and reasonable for the execution of the Credit Contract. 18.6.19. Therefore, the Participant's arguments regarding the abusive nature of point 8.1 lit. d) and lit. g) of the Contract are well-founded in this part, and the abusive nature of the clauses is to be established within the limits mentioned above. 19. Regarding the requests concerning the obligation of OCN "MICROINVEST" SRL to recalculate the credit contract, modify the payment processing mechanism, recalculate the consumer credit portfolio, as well as repair the material damage claimed or return specific sums of money, these exceed the legal competence of the CNPF. 20. Furthermore, the establishment of the existence and extent of civil claims between the parties to the Contract, as well as the obligation of the professional to repair damage or return performances executed under contractual clauses, represent claims of a civil nature, the enforcement of which is to be carried out through the procedures provided by law before the judicial courts. 21. Regarding the preliminary procedure, it should be noted that, by CNPF letter no. 06-6/3175 dated 27.07.2026, the petitioner was informed, in accordance with the provisions of art. 94 para. (2) of the Administrative Code, about the exercise of the right to be heard, in connection with the relevant circumstances for the act to be adopted in the context of the Preliminary Request, as well as about the fact that the hearing is to be conducted in writing, with a deadline granted until 31.07.2026, 17:00, for sending, to the email address office@cnpf.md, the statement, as a hearing submission, which should contain arguments additional to those related in the Preliminary Request, if they can be formulated. 22. At the same time, the CNPF requested the participant to inform the supervisory authority if, during the execution of the Credit Contract (with interest) [...] from 25.02.2020, they had formulated, in writing or verbally, requests for early repayment, under point 7.2 of the Contract, indicating the date of formulation thereof and, if applicable, attaching a copy of the respective request. In this context, until the adoption of this Decision, no response has been received from the petitioner. Based on the factual circumstances and the applicable legal norms, the Preliminary Request is to be partially admitted. From the considerations exposed above, on the basis of art. 18 para. (3), art. 20 para. (1), para. (6) and para. (7) and art. 22 para. (3) of Law no. 192/1998 regarding the National Financial Market Commission, art. 37 para. (2) of Law no. 105/2003 regarding consumer protection, the Civil Code, art. 17, art. 19, art. 162 para. (1) and para. (3), art. 166, art. 167 para. (3), art. 169 para. (2) and para. (3) of the Administrative Code and point 16 and point 19 of the Regulation regarding the organization and functioning of the National Financial Market Commission (CNPF Decision no. 57/11/2022), The National Financial Market Commission DECIDES:

1. The Preliminary Request, submitted by Mr. [...] (registered at CNPF with no. 5854 on 13.07.2026), is partially admitted.
2. Points 2 and 3 of CNPF Decision no. 29/2 dated 16.06.2026 regarding the petition registered at the National Financial Market Commission with no. 2634 on 09.04.2026, regarding OCN "MICROINVEST" SRL, are modified as follows: "2. The abusive nature of the clauses in the Credit Contract (with interest) no. 20400006194 dated 25.02.2020, contained in:

1. point 6.1, according to which "For non-payment of the credit within the deadline, the Creditor is entitled to calculate, and the Debtor will pay the Creditor a penalty in the amount of 1.00% of the outstanding credit sum, calculated for each day of delay, starting from the first day of arrears and until the date of actual payment of the debt.";
2. point 7.6, which establishes that "Credit repayment operations and payment of related fees are reflected in the credit account. The Debtor assumes the obligation to verify monthly the correctness of the evolution of their credit account, and in case they detect discrepancies in the information presented by the Creditor, to notify in writing at least 3 days before the circumstances arise. Otherwise, the operations registered in the account will be considered as tacitly accepted by the Debtor.";
3. point 8.1 lit. d), in the part that provides the following statement "to allow, without any impediments and for the purpose of executing this Contract, the Creditor's employees to monitor the Debtor's activity and to grant access to the business assets they hold.";
4. point 8.1 lit. g) in its entirety.

3. A lawsuit is to be filed in court, to request the declaration of nullity of the abusive clauses indicated in point 2".
4. The Preliminary Request mentioned in point 1 is partially rejected, in the part of the requests not admitted.
5. This Decision may be contested with an administrative lawsuit, filed with the Chișinău Court, Râșcani branch (MD-2068, Chișinău city, Kiev 3 street), within 30 days from the date of its communication.
6. This Decision enters into force on the date of adoption, is communicated to the recipients according to legislation, and is published on the official website of CNPF (www.cnpf.md). Dumitru BUDIANSCHI, PRESIDENT